TRI-COUNTY FINANCIAL CORPORATION
                           --------------------------

                               Guaranty Agreement

                           --------------------------

     THIS  AGREEMENT  is  entered  into  this  25 day  of  February,  1998  (the
"Effective  Date"),  by  and  between  Tri-County  Financial   Corporation  (the
"Company") and Michael L. Middleton (the "Employee").

     WHEREAS,  the Employee has  heretofore  been employed by Community  Bank of
Tri-County  (the "Bank") as its President and Chief Executive  Officer,  and has
entered into an  agreement  (the "Bank  Agreement")  restated as of February 23,
1998, with the Employee; and

     WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best  interests  of the  Company  to enter into this  Agreement  with the
Employee  in  order  to  assure  continuity  of  management  of the  Bank and to
reinforce and encourage the long-term retention of the Employee; and

     WHEREAS,  the  parties  desire by this  writing to set forth the  Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Consideration from Company:  Joint and Several  Liability.  The Company
         ---------------------------------------------------------
hereby  agrees  that to the extent  permitted  by law,  it shall be jointly  and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement,  provided that the paragraphs of the Bank Agreement that appear under
the heading  "Termination or Suspension under Federal Law" shall be inapplicable
to this  Agreement.  The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this  Agreement.  If the Board  agrees to pay such  salary,  the Board  shall
thereafter  review,  not less often than  annually,  the rate of the  Employee's
salary, and in its sole discretion may decide to increase his salary.

     2. Discretionary  Bonuses;  Participation in Retirement,  Medical and Other
        ------------------------------------------------------------------------
Plans.  The Employee  shall  participate  in an equitable  manner with all other
-----
senior  management  employees of the Company in  discretionary  bonuses that the
Board may award from time to time to the Company's senior management  employees,
as well as in (i) any of the  following  plans or programs  that the Company may
now  or in the  future  maintain:  group  hospitalization,  disability,  health,
dental,  sick leave,  life  insurance,  travel and/or accident  insurance,  auto
allowance/auto  lease,  retirement,  pension,  and/or  other  present  or future
qualified plans provided by the Company,  generally  which benefits,  taken as a
whole,  must be at least as favorable as those in

<PAGE>

effect on the  Effective  Date;  and (ii) any fringe  benefits  which are or may
become available to the Company's  senior  management  employees,  including for
example:  any  stock  option  or  incentive  compensation  plans,  and any other
benefits which are commensurate  with the  responsibilities  and functions to be
performed by the Employee under this Agreement.

     3.  Indemnification.  The Company  agrees that its Bylaws shall continue to
         ---------------
provide for indemnification of directors,  officers, employees and agents of the
Company,  including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.

     4. Successors and Assigns.
        ----------------------

        (a) Company. This Agreement shall inure to the benefit of and be binding
upon any  corporate  or other  successor  of the Company  which  shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Company.

        (b) Attachment.  Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

     5.  Amendments.  No  amendments  or  additions to this  Agreement  shall be
         ----------
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     6. Applicable Law. Except to the extent  preempted by Federal law, the laws
        --------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.

     7. Severability. The provisions of this Agreement shall be deemed severable
        ------------
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions hereof.

     8. Entire  Agreement.  This Agreement,  together with any  understanding or
        -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


                                      -2-
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.


ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By /s/ Michael L. Middelton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board


WITNESS:



/s/ C. Marie Brown                             /s/ Michael L. Middleton
-------------------------------------          ---------------------------------
                                               Michael L. Middleton



                                      -3-


<PAGE>

                        TRI-COUNTY FINANCIAL CORPORATION
                           --------------------------

                               Guaranty Agreement

                           --------------------------

     THIS AGREEMENT is entered into this 22 day of April,  1998 (the  "Effective
Date"), by and between Tri-County  Financial  Corporation (the "Company") and C.
Marie Brown (the "Employee").

     WHEREAS,  the Employee has  heretofore  been employed by Community  Bank of
Tri-County (the "Bank") as its Senior Vice  President,  and the Bank has entered
into an employment  agreement  (the "Bank  Agreement")  dated December 17, 1993,
with the Employee; and

     WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best  interests  of the  Company  to enter into this  Agreement  with the
Employee  in  order  to  assure  continuity  of  management  of the  Bank and to
reinforce and encourage the long-term retention of the Employee; and

     WHEREAS,  the  parties  desire by this  writing to set forth the  Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Consideration from Company:  Joint and Several  Liability.  The Company
         --------------------------------------------------------
hereby  agrees  that to the extent  permitted  by law,  it shall be jointly  and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement,  provided that the paragraphs of the Bank Agreement that appear under
the heading  "Termination or Suspension under Federal Law" shall be inapplicable
to this  Agreement.  The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this  Agreement.  If the Board  agrees to pay such  salary,  the Board  shall
thereafter  review,  not less often than  annually,  the rate of the  Employee's
salary, and in its sole discretion may decide to increase her salary.

     2. Discretionary  Bonuses;  Participation in Retirement,  Medical and Other
        ------------------------------------------------------------------------
Plans.  The Employee  shall  participate  in an equitable  manner with all other
-----
senior  management  employees of the Company in  discretionary  bonuses that the
Board may award from time to time to the Company's senior management  employees,
as well as in (i) any of the  following  plans or programs  that the Company may
now  or in the  future  maintain:  group  hospitalization,  disability,  health,
dental,  sick leave,  life  insurance,  travel and/or accident  insurance,  auto
allowance/auto  lease,  retirement,  pension,  and/or  other  present  or future
qualified plans provided by the Company,  generally  which benefits,  taken as a
whole,  must be at least as favorable as those in

<PAGE>


effect on the  Effective  Date;  and (ii) any fringe  benefits  which are or may
become available to the Company's  senior  management  employees,  including for
example:  any  stock  option  or  incentive  compensation  plans,  and any other
benefits which are commensurate  with the  responsibilities  and functions to be
performed by the Employee under this Agreement.

     3.  Indemnification.  The Company  agrees that its Bylaws shall continue to
         ---------------
provide for indemnification of directors,  officers, employees and agents of the
Company,  including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.

     4. Successors and Assigns.
        ----------------------

        (a) Company. This Agreement shall inure to the benefit of and be binding
upon any  corporate  or other  successor  of the Company  which  shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Company.

        (b) Attachment.  Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

     5.  Amendments.  No  amendments  or  additions to this  Agreement  shall be
         ----------
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     6. Applicable Law. Except to the extent  preempted by Federal law, the laws
        --------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.

     7. Severability. The provisions of this Agreement shall be deemed severable
        ------------
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions hereof.

     8. Entire  Agreement.  This Agreement,  together with any  understanding or
        -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

                                      -2-
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.


ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By /s/ Michael L. Middleton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board


WITNESS:

/s/ Barbara A. Lucas                           /s/ C. Marie Brown
------------------------------------          ---------------------------------
                                              C. Marie Brown


                                      -3-

<PAGE>
                        TRI-COUNTY FINANCIAL CORPORATION

                           --------------------------

                               Guaranty Agreement

                           --------------------------

     THIS AGREEMENT is entered into this 22 day of April,  1998 (the  "Effective
Date"),  by and between  Tri-County  Financial  Corporation  (the "Company") and
Gregory C. Cockerham (the "Employee").

     WHEREAS,  the Employee has  heretofore  been employed by Community  Bank of
Tri-County (the "Bank") as its Senior Vice  President,  and the Bank has entered
into an employment  agreement  (the "Bank  Agreement")  dated February 23, 1998,
with the Employee; and

     WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best  interests  of the  Company  to enter into this  Agreement  with the
Employee  in  order  to  assure  continuity  of  management  of the  Bank and to
reinforce and encourage the long-term retention of the Employee; and

     WHEREAS,  the  parties  desire by this  writing to set forth the  Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Consideration from Company:  Joint and Several  Liability.  The Company
         ---------------------------------------------------------
hereby  agrees  that to the extent  permitted  by law,  it shall be jointly  and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement,  provided that the paragraphs of the Bank Agreement that appear under
the heading  "Termination or Suspension under Federal Law" shall be inapplicable
to this  Agreement.  The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this  Agreement.  If the Board  agrees to pay such  salary,  the Board  shall
thereafter  review,  not less often than  annually,  the rate of the  Employee's
salary, and in its sole discretion may decide to increase his salary.

     2. Discretionary  Bonuses;  Participation in Retirement,  Medical and Other
        ------------------------------------------------------------------------
Plans.  The Employee  shall  participate  in an equitable  manner with all other
-----
senior  management  employees of the Company in  discretionary  bonuses that the
Board may award from time to time to the Company's senior management  employees,
as well as in (i) any of the  following  plans or programs  that the Company may
now  or in the  future  maintain:  group  hospitalization,  disability,  health,
dental,  sick leave,  life  insurance,  travel and/or accident  insurance,  auto
allowance/auto  lease,  retirement,  pension,  and/or  other  present  or future
qualified plans provided by the Company,  generally  which benefits,  taken as a
whole,  must be at least as favorable as those in


<PAGE>

effect on the  Effective  Date;  and (ii) any fringe  benefits  which are or may
become available to the Company's  senior  management  employees,  including for
example:  any  stock  option  or  incentive  compensation  plans,  and any other
benefits which are commensurate  with the  responsibilities  and functions to be
performed by the Employee under this Agreement.

     3.  Indemnification.  The Company  agrees that its Bylaws shall continue to
         ---------------
provide for indemnification of directors,  officers, employees and agents of the
Company,  including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.

     4. Successors and Assigns.
        ----------------------

        (a) Company. This Agreement shall inure to the benefit of and be binding
upon any  corporate  or other  successor  of the Company  which  shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Company.

        (b) Attachment.  Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation,  commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

     5.  Amendments.  No  amendments  or  additions to this  Agreement  shall be
         ----------
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     6. Applicable Law. Except to the extent  preempted by Federal law, the laws
        --------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.

     7. Severability. The provisions of this Agreement shall be deemed severable
        ------------
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions hereof.

     8. Entire  Agreement.  This Agreement,  together with any  understanding or
        -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


                                      -2-
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.



ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By Michael L. Middleton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board


WITNESS:
/s/ Barbara A. Lucas                           /s/ Gregory C. Cockerham
-------------------------------------          ---------------------------------
                                               Gregory C. Cockerham

                                      -3-